Common use of Purchasers’ Guaranteed Obligations Clause in Contracts

Purchasers’ Guaranteed Obligations. (a) The Purchasers’ Representative unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by the Share Purchaser(s) of all its obligations, commitments and undertakings under or pursuant to, or arising out of or in connection with, this Agreement and any other Transaction Document that by their terms apply or are to be performed in their entirety on or prior to the Closing (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on its liability under this Agreement and any other Transaction Document. (b) If and whenever the Share Purchaser(s) defaults for any reason whatsoever in the performance of any of the Purchasers’ Guaranteed Obligations, the Purchasers’ Representative shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by the relevant document so that the same benefits shall be conferred on the Sellers’ Representative or relevant member of the Sellers’ Group as it would have received if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the Share Purchaser(s). (c) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all of the Purchasers’ Guaranteed Obligations have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers’ Representative or any other member of the Sellers’ Group may now or hereafter have or hold for the performance and observance of the Purchasers’ Guaranteed Obligations. (d) As a separate and independent obligation, the Purchasers’ Representative agrees that any of the Purchasers’ Guaranteed Obligations (including any monies payable) which may not be enforceable against or recoverable from the Share Purchaser(s) by reason of any legal limitation, disability or incapacity on or of any such other members or any other fact, matter, event or circumstance (other than any limitation imposed by this Agreement or any other Transaction Document) shall nevertheless be enforceable against and recoverable from the Purchasers’ Representative as though the same had been incurred by the Purchasers’ Representative and the Purchasers’ Representative were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchasers’ Representative on demand. (e) The liability of the Purchasers’ Representative under this Section 5.15 (Purchasers’ Guaranteed Obligations): (i) Shall not be released or diminished by any variation of the Purchasers’ Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Guaranteed Obligations or any granting of time for such performance; and (ii) Shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defense to a guarantor.

Purchasers’ Guaranteed Obligations. (a) The Purchasers’ Representative Parent Company unconditionally and irrevocably guarantees to the Sellers Sellers’ Representative (on its own behalf and on the behalf of each other member of the Sellers’ Group) the due and punctual performance and observance by each Share Purchaser, Asset Purchaser and each other relevant member of the Share Purchaser(sPurchasers’ Group (including for post-Closing obligations only, each Target Company) of all its respective obligations, commitments commitments, undertakings, warranties and undertakings indemnities under or pursuant to, or arising out of or in connection with, this Agreement and any other Transaction Document that by their terms apply or are to be performed in their entirety on or prior to the Closing (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on its liability under this Agreement and or any other Transaction Document. (b) If and whenever any such member of the Share Purchaser(sPurchasers’ Group (including any Target Company) defaults for any reason whatsoever in the performance of any of the Purchasers’ Guaranteed Obligations, the Purchasers’ Representative Parent Company shall forthwith promptly upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement (or the relevant document Transaction Document) so that the same benefits shall be conferred on the Sellers’ Representative or relevant member of the Sellers’ Group as it would have received if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the Share Purchaser(s)relevant member of the Purchasers’ Group. (c) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all of the Purchasers’ Guaranteed Obligations have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers’ Representative or any other member of the Sellers’ Group may now or hereafter have or hold for the performance and observance of the Purchasers’ Guaranteed Obligations. (d) As a separate and independent obligation, the Purchasers’ Representative Parent Company agrees that any of the Purchasers’ Guaranteed Obligations (including any monies moneys payable) which may not be enforceable against or recoverable from any member of the Share Purchaser(s) Purchasers’ Group by reason of any legal limitation, disability or incapacity on or of any such other members or any other fact, matter, event or circumstance (other than any limitation imposed by this Agreement or any other Transaction DocumentDocument and subject to any defenses that would be available to the Purchasers’ Parent Company if it were a primary obligor) shall nevertheless be enforceable against and recoverable from the Purchasers’ Representative Parent Company as though the same had been incurred by the Purchasers’ Representative Parent Company and the Purchasers’ Representative Parent Company were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchasers’ Representative Parent Company on demand. (e) The liability of the Purchasers’ Representative Parent Company under this Section 5.15 (Purchasers’ Guaranteed Obligations): 5.18 (i) Shall shall not be released or diminished by any variation of the Purchasers’ Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Guaranteed Obligations or any granting of time for such performance; and , and (ii) Shall shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defense to a guarantor.

Purchasers’ Guaranteed Obligations. (a) The Purchasers’ Representative Parent Company unconditionally and irrevocably guarantees to the Sellers Sellers’ Representative (on its own behalf and on the behalf of each other member of the Sellers’ Group) the due and punctual performance and observance by each Share Purchaser, the Share Purchaser(sPurchasers’ Representative and each other relevant member of the Purchasers’ Group (including for post-Closing obligations only, each Target Company) of all its respective obligations, commitments commitments, undertakings, warranties and undertakings indemnities under or pursuant to, or arising out of or in connection with, this Agreement and any other Transaction Document that by their terms apply or are to be performed in their entirety on or prior to the Closing (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on its liability under this Agreement and or any other Transaction Document. (ba) If and whenever any such member of the Share Purchaser(sPurchasers’ Group (including any Target Company) defaults for any reason whatsoever in the performance of any of the Purchasers’ Guaranteed Obligations, the Purchasers’ Representative Parent Company shall forthwith promptly upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement (or the relevant document Transaction Document) so that the same benefits shall be conferred on the Sellers’ Representative or relevant member of the Sellers’ Group as it would have received if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the Share Purchaser(s)relevant member of the Purchasers’ Group. (cb) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all of the Purchasers’ Guaranteed Obligations have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers’ Representative or any other member of the Sellers’ Group may now or hereafter have or hold for the performance and observance of the Purchasers’ Guaranteed Obligations. (dc) As a separate and independent obligation, the Purchasers’ Representative Parent Company agrees that any of the Purchasers’ Guaranteed Obligations (including any monies moneys payable) which may not be enforceable against or recoverable from any member of the Share Purchaser(s) Purchasers’ Group by reason of any legal limitation, disability or incapacity on or of any such other members or any other fact, matter, event or circumstance (other than any limitation imposed by this Agreement or any other Transaction DocumentDocument and subject to any defenses that would be available to the Purchasers’ Parent Company if it were a primary obligor) shall nevertheless be enforceable against and recoverable from the Purchasers’ Representative Parent Company as though the same had been incurred by the Purchasers’ Representative Parent Company and the Purchasers’ Representative Parent Company were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchasers’ Representative Parent Company on demand. (ed) The liability of the Purchasers’ Representative Parent Company under this Section 5.15 (Purchasers’ Guaranteed Obligations): (i) Shall shall not be released or diminished by any variation of the Purchasers’ Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Guaranteed Obligations or any granting of time for such performance; and , and (ii) Shall shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defense to a guarantor.